UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):       
July 26, 2017

Vishay Precision Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
1-34679
27-0986328
(State or Other Jurisdiction of
(Commission File Number)
(I.R.S. Employer Identification
Incorporation or Organization)
 
Number)

3 Great Valley Parkway, Suite 150
 
Malvern, PA
19355
(Address of Principal Executive Offices)
(Zip Code)

(484) 321-5300
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[   ]      
Written communications pursuant to Rule 425 under the Securities Act
 
     
 
[   ]      
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
     
 
[   ]      
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
     
 
[   ]      
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.01      Entry into a Material Definitive Agreement.

On July 26, 2017, Vishay Precision Group, Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain letter agreement (the “Letter Agreement”), dated as of March 24, 2017, with Nokomis Capital, L.L.C. (“Nokomis”), providing for, among other things, the appointment of Wesley Cummins, an analyst at Nokomis, and Bruce A. Lerner (collectively, the “New Directors”) to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2018 annual meeting. The New Directors will be eligible to receive compensation in accordance with the Company’s director compensation policy as described under Item 5.02 below. As of the date of the Agreement, Nokomis owned approximately 14.7% of the Company’s outstanding capital stock (15.9% of the Company’s outstanding common stock).

The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2017, and in accordance with the Amendment described above, the Board appointed Wesley Cummins and Bruce A. Lerner as members of the Board, effective immediately. The New Directors’ initial terms will expire at the annual meeting of stockholders in 2018.

The New Directors’ annual compensation will be consistent with the terms of the Company’s 2017 Non-Executive Director Compensation Plan (the “ Plan ”), which provides for (i) an annual cash retainer of $35,000 for all non-executive directors (other than the Chairman), payable in quarterly installments in advance, and (ii) an annual grant of restricted stock units with a fair market value equal to $55,000, which grant vests on the earlier of (i) the first anniversary of the date of grant and (ii) the date of the next Annual Meeting of Stockholders of the Company. These components of compensation are subject to pro-ration in accordance with the Plan, and accordingly, on July 26, 2017, the Company (i) granted to each New Director restricted stock units of the Company with a grant date fair value of approximately $46,200, which represents a pro-rated portion of the annual equity grant made to non-executive directors pursuant to the Plan, and which will vest, subject to the New Directors’ continued service, on the date of the next Annual Meeting of Stockholders of the Company; and (ii) paid a cash retainer of $2,885, which represents a pro-rated portion of the quarterly installment of the annual cash retainer pursuant to the Plan.

Each of the New Directors entered into an indemnification agreement with the Company effective July 26, 2017, substantially in the form of the indemnification agreement entered into between the Company and its other directors and executive officers.

Except for the Amendment and the Letter Agreement, there is no arrangement or understanding between the New Directors and any other persons pursuant to which the New Directors were selected as directors. There are no related party transactions involving either New Director that are reportable under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On July 27, 2017, the Company issued a press release announcing the appointment of the New Directors. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.











Item 9.01 Financial Statements and Exhibits.

Exhibit No.
     
Description
10.1
 
Amendment, dated July 26, 2017, to that certain letter agreement, dated March 24, 2017, by and among Vishay Precision Group, Inc. and Nokomis Capital, L.L.C.
99.1
 
Press release, dated July 27, 2017.











SIGNATURES
      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Vishay Precision Group, Inc.
 
 
Date: July 27, 2017
By:  
/s/ William M. Clancy
 
 
Name: William M. Clancy
 
 
Title:    Executive Vice President and Chief
 
 
Financial Officer





EXHIBIT INDEX
Exhibit No.
     
Description
10.1
 
Amendment, dated July 26, 2017, to that certain letter agreement, dated March 24, 2017, by and among Vishay Precision Group, Inc. and Nokomis Capital, L.L.C.
99.1
 
Press release, dated July 27, 2017.





Exhibit 10.1     

VISHAY PRECISION GROUP, INC.
3 Great Valley Parkway
Malvern, Pennsylvania 19355

July 26, 2017
Nokomis Capital, L.L.C.
2305 Cedar Springs Road, Suite 420
Dallas, TX 75201
Attn: Wes Cummins


Gentlemen:
This letter (this “ Amendment ”) serves to amend that certain letter agreement, dated as of March 24, 2017, between Vishay Precision Group, Inc. (the “ Company ”), on the one hand, and Nokomis Capital, L.L.C. (“ Nokomis ”), on the other hand (the “ Original Agreement ”). All capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Agreement. Except as expressly provided below, all of the terms and conditions of the Original Agreement are hereby ratified and confirmed and, accordingly, the parties agree to be bound by the provisions of the Original Agreement, as amended by this Amendment, in accordance with the terms thereof, as so amended hereby.
1. Section 1 of the Original Agreement shall be deleted in its entirety and replaced with the following:

“The Company’s Board of Directors (the “ Board ”) and all applicable committees of the Board will take all action necessary to appoint, effective immediately, Wes Cummins (the “ New Director ”) and Bruce A. Lerner (the “ Additional Director ”), to serve on the Board, with terms expiring at the Company’s 2018 Annual Meeting of Stockholders.”
2. Section 2 of the Original Agreement shall be deleted in its entirety and replaced with the following:

“The Board will determine the membership of the Board’s committees in accordance with its usual practices. In addition, during the Restricted Period (as defined below), the authorized size of the Board shall not exceed eight members.”
3. Section 3 of the Original Agreement shall be deleted in its entirety and replaced with the following: “Reserved.”
4. Section 7 of the Original Agreement shall be deleted in its entirety and replaced with the following:

“The New Director and the Additional Director will be: (a) compensated for his/her service as a director and will be reimbursed for his/her expenses on the same basis as all other non-employee directors of the Company other than the Company’s non-executive Board chairman; (b) granted equity-based compensation and other benefits on the same basis as all other non-employee directors of the Company other than the Company’s non-executive Board chairman; and (c) entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company as such rights may exist from time to time; provided, that in the case of clauses (a) and (b), such entitlements will be pro-rated in accordance with the Company’s non-employee director compensation policy to the extent the appointment of the applicable director occurs after the date of a Company Annual Meeting of Stockholders.”
5. The following shall be deleted:
(a) All references to “Intermediary Director” and “Successor Director” in the Original Agreement.
(b) The first and last sentences of Section 10 of the Original Agreement.
(c) Exhibit A to the Original Agreement.
[ Signature page follows .]





If the terms of this Amendment are in accordance with your understanding, please sign below, whereupon this Amendment will constitute a binding agreement among us.
Very truly yours,

VISHAY PRECISION GROUP, INC.


By: /s/ Roland Desilets
Name: Roland Desilets
Title: Vice President, General Counsel & Secretary


ACCEPTED AND AGREED
as of the date written above:


NOKOMIS CAPITAL, L.L.C.


By:      /s/ Brett Hendrickson
Name: Brett Hendrickson
Title: Principal
    




Exhibit 99.1

For Immediate Release

Vishay Precision Group Appoints Bruce Lerner and Wes Cummins as New Independent Directors
MALVERN, Pa. (July 27, 2017) - Vishay Precision Group, Inc. (NYSE: VPG), a leading, global producer of precision sensors and systems, today announced the appointment of two new independent members to its Board of Directors, Bruce Lerner, Ph.D. and Wes Cummins.
Marc Zandman, Chairman of the Board of Vishay Precision Group, said, “We believe these appointments provide valuable depth and breadth of experience and strategic counsel for our Board. Bruce’s proven ability to manage complex, global operations and his track record of successful growth through diversification are an excellent fit as we look to the future. We also welcome the expertise and focus that Wes brings to bear in the areas of strategic finance and capital allocation. We are fortunate to have the unique perspective of these strong advisors in our efforts to ensure we maximize value creation for our shareholders.”
Dr. Lerner currently serves as President and CEO of PeroxyChem, LLC, a private equity-backed, well-diversified, global specialty chemicals company, a position he has held since 2014. From 2007 to 2014, he served as vice president and global business director with FMC Peroxygens, where he led the business through a strategic transformation from a pure commodities business into a specialty chemicals business with a diversified portfolio of products. Dr. Lerner began his career in 1993 as a staff chemist at Engelhard Corporation and continued, through acquisition, at BASF Corporation, where he developed and patented two new products. Between 1993 and 2007, he served in a variety of sales, marketing, business development and operational roles with increasing responsibility. Since 2007, Dr. Lerner has also served as a board member and director for Thai Peroxide Ltd., a joint-venture chemicals company based in Thailand serving Asia.
Dr. Lerner earned his Bachelor of Science degree from the University of Massachusetts at Amherst and his Master of Science degree in Industrial Chemistry from the University of Central Florida. He earned his Ph.D. in Inorganic Chemistry from Northwestern University in 1993, where he completed his thesis in the area of Catalysis & Surface Science. Dr. Lerner is the author of more than 25 peer-reviewed publications.
Mr. Cummins has been an analyst with Nokomis Capital, L.L.C., an investment advisory firm which currently owns approximately 15.9 percent of VPG’s outstanding common stock, since October 2012. Mr. Cummins also currently serves as a director of Telenav, Inc. (NASDAQ: TNAV), a leading provider of location-based platform services, since August, 2016. From March 2011 to September 2012, Mr. Cummins was an analyst for Harvey Partners. Prior to that position, Mr. Cummins was at B. Riley & Co. (NASDAQ: RILY), an investment banking firm, from February 2002 to 2011. He served in increasing positions of responsibility there, including as an equity research analyst, Director of Research, Capital Markets Director and, prior to his departure, as President of B. Riley & Co. Mr. Cummins holds a Bachelor of Science degree in Business Administration from Washington University in St. Louis. Mr. Cummins has been appointed to the Board in accordance with the terms of an agreement with Nokomis previously announced March 27, 2017 and amended concurrent with Mr. Cummins’ appointment.
About VPG
Vishay Precision Group, Inc. (VPG) is an internationally recognized designer, manufacturer and marketer of: components based on its resistive foil technology; sensors; and sensor-based measurement systems




specializing in the growing markets of stress, force, weight, pressure, and current measurements. VPG is a market leader of foil technology products, providing ongoing technology innovations in precision foil resistors and foil strain gages, which are the foundation of the company's force sensors products and its weighing and control systems. The product portfolio consists of a variety of well-established brand names recognized for precision and quality in the marketplace. To learn more, visit VPG at www.vpgsensors.com .
Forward-Looking Statements
From time to time, information provided by us, including but not limited to statements in this report, or other statements made by or on our behalf, may contain "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated.

Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; difficulties or delays in completing acquisitions and integrating acquired companies (including the acquisitions of Stress-Tek and Pacific Instruments); the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to achieve efficiencies; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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